Fifth Third Bancorp : Prospectus filed under Rule 424(b)(3)

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FORM424B3

FIFTH THIRD BANCORP - FITB

Filed: September 12, 2019 (period: )

Prospectus filed under Rule 424(b)(3)

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of Contents

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-230568

This prospectus supplement relates to an effective registration statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated September 12, 2019

Prospectus supplement

(To prospectus dated March 28, 2019)

Depositary Shares

Each Representing a 1/1000th Ownership Interest in a Share of

% Non-Cumulative Perpetual Preferred Stock, Series K

We are offering depositary shares ("Depositary Shares") each representing a 1/1000th ownership interest in a share of % Non-Cumulative Perpetual Preferred Stock, Series K, no par value, $25,000 liquidation preference per share (equivalent to $25 per Depositary Share), or "Series K Preferred Stock," of Fifth Third Bancorp, deposited with American Stock Transfer & Trust Company, LLC, as depositary. The Depositary Shares will be evidenced by depositary receipts. As a holder of Depositary Shares, you will be entitled to all proportional rights and preferences of the Series K Preferred Stock (including dividend, voting, redemption and liquidation rights, if any). You must exercise such rights through the depositary.

Commencing on September , 2019, dividends on the Series K Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of %. Dividends on the liquidation preference of $25,000 per share of Series K Preferred Stock will be payable, when, as and if declared by our board of directors, quarterly in arrears on each of March 31, June 30, September 30, and December 31, beginning on December 31, 2019.

If our board of directors has not declared a dividend on the Series K Preferred Stock before the dividend payment date for any dividend payment period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend payment period, and we will have no obligation to pay dividends for such dividend payment period, whether or not dividends on the Series K Preferred Stock are declared for any future dividend payment period.

The Series K Preferred Stock has no stated maturity date. Subject to obtaining all required regulatory approvals, at our option, from time to time, on any dividend payment date on or after September 30, 2024, we may redeem the Series K Preferred Stock and the related Depositary Shares, in whole or in part, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. In addition, the Series K Preferred Stock and the related Depositary Shares may be redeemed, at our option, subject to obtaining all required regulatory approvals, in whole but not in part, at any time, following the occurrence of a "regulatory capital event," as described herein, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends.

The Series K Preferred Stock will rank equally with our outstanding Series H Preferred Stock, Series I Preferred Stock, and Series J Preferred Stock, and the Class B Preferred Stock, Series A (the "Series A Class B Preferred Stock"), junior to our secured and unsecured debt, and senior to our common stock. The Series K Preferred Stock will not have voting rights, except as required by Ohio law and described under "Description of the Series K Preferred Stock-Voting rights."

We have applied for listing of the Depositary Shares on the NASDAQ Global Select Market. If the listing is approved, trading of the Depositary Shares is expected to commence within the 30-day period after the original issue date of the Series K Preferred Stock.

Investing in the Depositary Shares representing interests in the Series K Preferred Stock involves risks. See "Risk factors" beginning on page S-6 of this prospectus supplement to read about important factors you should consider before buying the Depositary Shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Depositary Shares and the Series K Preferred Stock are not savings or deposit accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

	Per Depositary Share		Total
Initial public offering price(1)	$		$
Underwriting discounts(2)	$	$
Proceeds to us before expenses	$	$

(1)	Plus declared dividends, if any, on the Series K Preferred Stock from September , 2019 to the date of delivery.
(2)	Reflects	Depositary Shares sold to institutional investors for which the underwriters received an underwriting discount of $	per Depositary Share
	and	Depositary Shares sold to retail investors for which the underwriters received an underwriting discount of $	per Depositary Share.

The underwriters expect to deliver the	Depositary Shares in book-entry form only through the facilities of The Depository Trust Company against payment in New York,
New York on September , 2019 (T+	).

		Joint Book-Running Managers
Morgan Stanley	J.P. Morgan	Wells Fargo Securities	UBS Investment Bank
Prospectus Supplement dated September	, 2019

Source: FIFTH THIRD BANCORP, 424B3, September 12, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of Contents

	Table of Contents
Prospectus supplement
About this prospectus supplement	S-ii
Where you can find more information	S-iii
Forward-looking statements	S-iv
Summary	S-1
Risk factors	S-6
Use of proceeds	S-11
Regulatory considerations	S-12
Description of the Series K Preferred Stock	S-13
Description of the Depositary Shares	S-19
Description of Fifth Third Capital Stock	S-23
Book-entry, delivery and form	S-30
Certain U.S. federal income tax considerations	S-33
Certain ERISA considerations	S-37
Underwriting	S-39
Validity of the securities	S-44
Experts	S-45
Prospectus
About this prospectus	2
Where you can find more information	2
Use of proceeds	3
Plan of distribution	3
Validity of securities	5
Experts	5

S-i

Source: FIFTH THIRD BANCORP, 424B3, September 12, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of Contents

About this prospectus supplement

This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and certain other matters and also adds to and updates information contained in the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about securities we may offer from time to time, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where you can find more information" in this prospectus supplement.

Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "Fifth Third Bancorp," "Fifth Third," "we," "us," "our" or similar references mean Fifth Third Bancorp and its subsidiaries.

If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

This prospectus supplement may be used only for the purpose for which it has been prepared. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer of, or an invitation on our behalf or on behalf of the underwriters to subscribe for and purchase, any securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

Prospectus Directive / Prohibition of Sales to EEA Retail Investors

Neither the Depositary Shares nor the Series K Preferred Stock are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive").

This prospectus supplement is not a prospectus for the purposes of the Prospectus Directive as implemented in member states of the EEA.

S-ii

Source: FIFTH THIRD BANCORP, 424B3, September 12, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of Contents

Where you can find more information

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Our SEC filings are available to the public over the Internet at the SEC web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and information that we subsequently file with the SEC will automatically update and supersede information in this prospectus supplement, and in our other filings with the SEC. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information that was filed later.

We incorporate by reference the documents listed below, which we have already filed with the SEC, and any documents we file with the SEC in the future under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information in such future filings deemed not to have been filed), until this offering is completed or terminated:

• Annual Report on Form 10-Kfor the fiscal year ended December 31, 2018 filed on March 1, 2019;
• Quarterly Reports on Form 10-Q for the quarters ended March 31and June 30, filed on May 10 and August 8, 2019, respectively;
• Current Reports on Form 8-Kfiled on January 23, 2019, January 25, 2019, March 7, 2019, March 11, 2019, March 15, 2019,

March 18, 2019, March 22, 2019, April 16, 2019, April 26, 2019, May 20, 2019(as amended on July 3), May 24, 2019, May 30, 2019, June 20, 2019, June 27, 2019, June 28, 2019, August 2, 2019, August 6, 2019(as amended on August 6), August 8, 2019, August 9, 2019, August 16, 2019, August 26, 2019; August 28, 2019; and September , 2019; and

• Proxy Statement on Schedule 14Adated March 6, 2019.

Effective January 1, 2018, Fifth Third adopted ASU 2016-01-FinancialInstruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The adoption, which was applied retrospectively, did not have a material impact on the Consolidated Financial Statements. However, equity securities affected by the guidance, which were previously classified as trading or available-for-sale,have been reclassified in the Consolidated Balance Sheets as equity securities. Fifth Third provided disclosure of this change within Note 3 to the Condensed Consolidated Financial Statements and other qualitative information reported within the quarterly report on Form 10-Qfor the quarter ended September 30, 2018.

You can obtain a copy of these Fifth Third filings at no cost on Fifth Third's website, http://www.53.com under the "Investor Relations" link, then under the heading "Financial Information" and then under the subheading "SEC Filings". The information contained on our website is not incorporated into this prospectus supplement or accompanying prospectus except as described in this section of this prospectus supplement. You also may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing or calling us at the following address:

Office of the Corporate Secretary

Fifth Third Bancorp

Fifth Third Center

38 Fountain Square Plaza

MD10909F

Cincinnati, OH 45263

1. 534-4300
   S-iii

Source: FIFTH THIRD BANCORP, 424B3, September 12, 2019

Powered by Morningstar® Document Research℠

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.